Ann: Execution of Binding Transaction Agreement with Wyloo, page-2

*Here’s a clear explanation of the key points from the Hastings Technology Metals Ltd (ASX:HAS) announcement on 16 May 2025 regarding their joint venture with Wyloo:

Summary of the Deal

Hastings has signed a binding agreement with Wyloo Consolidated Investments to:

• Sell a 60% interest in its Yangibana Rare Earths and Niobium Project to Wyloo.

• Form a 60:40 unincorporated joint venture (UJV) where:

  • Wyloo owns 60% and becomes the project manager.

  • Hastings retains 40%.

Financial Impacts

• Debt cleared: Wyloo will cancel Hastings’ Exchangeable Notes worth ~$135 million (originally due in October 2025).

• Cash payment: Hastings must also pay A$7.4 million to Wyloo within 45 days of completion.

Project Structure

• Wyloo manages development, funding, and technical progress toward Final Investment Decision (FID).

• The JV includes:

  • Stage 1: Beneficiation Plant

  • Stage 2: Hydrometallurgical Plant

• Wyloo has an option to increase its stake to 70% (from 60%) by paying $20 million or market value, whichever is lower.

Risk Reduction & Cost Saving

• Hastings’ funding burden for the Yangibana project drops significantly.

• Project cost exposure for Hastings at FID is expected to reduce to just $32 million, assuming 50:50 debt-to-equity.

JV Governance and Terms

• A Management Committee will govern the JV, starting with 2 reps each.

• Decisions require a simple majority, but critical issues (e.g., project suspension, fee changes) need unanimous approval.

• If Hastings' JV share falls below 10%, Wyloo can force a buyout at a low preset price.

Marketing & Sales

• Wyloo becomes exclusive marketing manager for all product sales.

• Both parties will sell their share of rare earths through Wyloo, who handles contracts on their behalf.

Other Hastings Projects Remain Intact

Hastings retains:

• 100% ownership of the Brockman Heavy Rare Earths Project

• Adjacent Ark Gold tenements (near Yangibana)

• Some exploration tenements within Yangibana not part of the JV

Strategic Importance

• Yangibana is one of the most advanced rare earths projects globally, with production targeted within 18 months of FID.

• Focus is on NdPr (used in EVs, wind turbines, and robotics), with an orebody featuring up to 52% NdPr/TREO ratio.

• Hastings expects the project to generate significant local employment and economic value for the Gascoyne region.

Next Steps

• Shareholder approval is required in June 2025.

• Upon completion, all agreements including the JV Agreement, Marketing Agreement, and Deed of Cross-Security will be executed.

*gpt4o